EXHIBIT 4(a)




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                        SUPPLEMENTAL INDENTURE NO. 3

                                  BETWEEN

                           McDONALD'S CORPORATION

                                    AND

                         FIRST UNION NATIONAL BANK
                                  Trustee

                             ------------------

                       Dated as of September 24, 1997

                             ------------------

           SUPPLEMENTAL TO SUBORDINATED DEBT SECURITIES INDENTURE
                        DATED AS OF OCTOBER 18, 1996

                   --------------------------------------

  

                           McDONALD'S CORPORATION
                        SUPPLEMENTAL INDENTURE NO. 3
                       Dated as of September 24, 1997
    Series of 7.31% Subordinated Deferrable Interest Debentures due 2027
                                $150,000,000


       Supplemental Indenture No. 3, dated as of September 24, 1997,
  between McDONALD'S CORPORATION, a corporation organized and existing
  under the laws of the State of Delaware (hereinafter sometimes referred
  to as the "Company"), and FIRST UNION NATIONAL BANK, a national
  banking association, authorized to accept and execute trusts
  (hereinafter sometimes referred to as the "Trustee"),


                           W I T N E S S E T H :

       WHEREAS, The Company and the Trustee have executed and delivered a
  Subordinated Debt Securities Indenture dated as of October 18, 1996 (the
  "Indenture").

       WHEREAS, Section 10.01 of the Indenture provides for the Company,
  when authorized by the Board of Directors, and the Trustee to enter into
  an indenture supplemental to the Indenture to establish the form or
  terms of any series of Debt Securities as permitted by Sections 2.01 and
  2.02 of the Indenture.

       WHEREAS, Sections 2.01 and 2.02 of the Indenture provide for Debt
  Securities of any series to be established pursuant to an indenture
  supplemental to the Indenture.

       NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:

       For and in consideration of the premises and the purchase of the
  series of Debt Securities provided for herein, it is mutually covenanted
  and agreed, for the equal and proportionate benefit of all Holders of
  such series of Debt Securities, as follows:

                                ARTICLE ONE
                    RELATION TO INDENTURE; DEFINITIONS.

       SECTION 1.01.  This Supplemental Indenture No. 3 constitutes an
  integral part of the Indenture.

       SECTION 1.02.  For all purposes of this Supplemental Indenture:

       (1)  Capitalized terms used herein without definition shall have
  the meanings specified in the Indenture;

       (2)  All references herein to Articles and Sections, unless
  otherwise specified, refer to the corresponding Articles and Sections of
  this Supplemental Indenture No. 3; and

       (3)  The terms "hereof", "herein", "hereto", "hereunder" and
  "herewith" refer to this Supplemental Indenture.

                                ARTICLE TWO
                       THE SERIES OF DEBT SECURITIES.

       SECTION 2.01.  There shall be a series of Debt Securities
  designated the "7.31% Subordinated Deferrable Interest Debentures due
  2027" (the "Debentures").  The Debentures shall be limited to
  $150,000,000 aggregate principal amount.

       SECTION 2.02.  The principal amount of the Debentures shall be
  payable on September 15, 2027.

       SECTION 2.03.  The Debentures will be represented by a global
  security (the "Global Security").  The Global Security will be
  executed by the Company, authenticated by the Trustee and deposited
  with, or on behalf of, The Depository Trust Company (the "Depositary")
  and registered in the name of a nominee of the Depositary.  Except under
  circumstances described below, the Debentures will not be issuable in
  definitive form.

       Ownership of beneficial interests in the Global Security will be
  limited to persons that have accounts with the Depositary or its nominee
  ("participants") or persons that may hold interests through participants.
  Ownership of a beneficial interest in the Global Security will be shown
  on, and the transfer of that beneficial interest will only be effected
  through, records maintained by the Depositary or its nominee (with
  respect to interests of participants) and on the records of participants
  (with respect to interests of persons other than participants).

       So long as the Depositary or its nominee is the registered owner of
  the Global Security, the Depositary or such nominee, as the case may be,
  will be considered the sole owner or Holder of the Debentures
  represented by the Global Security for all purposes under the Indenture.
  Except as provided below, owners of beneficial interests in the Global
  Security will not be entitled to have Debentures represented by the
  Global Security registered in their names, will not receive or be
  entitled to receive physical delivery of Debentures in definitive form
  and will not be considered the owners or Holders thereof under the
  Indenture.

       Principal and interest payments on Debentures represented by the
  Global Security registered in the name of the Depositary or its nominee
  will be made to the Depositary or its nominee, as the case may be, as
  the registered owner of the Global Security.

       If the Depositary notifies the Company that it is at any time
  unwilling or unable to continue as Depositary or if at any time the
  Depositary shall no longer be eligible to continue as Depositary, the
  Company shall appoint a successor Depositary with respect to the
  Debentures.  If a successor Depositary for the Debentures is not
  appointed by the Company within 90 days from the date the Company
  receives such notice or becomes aware of such ineligibility, the Company
  will execute, and the Trustee will authenticate and deliver, Debentures
  in definitive form in exchange for the entire Global Security.  In
  addition, the Company may at any time and in its sole discretion
  determine not to have the Debentures represented by the Global Security
  and, in such event, the Company will execute, and the Trustee will
  authenticate and deliver, Debentures in definitive form in exchange for
  the entire Global Security.  In any such instance, an owner of a
  beneficial interest in the Global Security will be entitled to physical
  delivery in definitive form of Debentures represented by the Global
  Security equal in principal amount to such beneficial interest and to
  have such Debentures registered in its name.  Debentures so issued in
  definitive form will be issued as registered Debentures in denominations
  of $1,000 and integral multiples thereof, unless otherwise specified by
  the Company.

       Upon the exchange of a Global Security for individual Debentures,
  such Global Security shall be cancelled by the Trustee.  Individual
  Debentures issued in exchange for a Global Security shall be registered
  in such names and in such authorized denominations as the Depositary for
  such Global Security, pursuant to instructions from its direct or
  indirect participants or otherwise, shall instruct the Trustee.  The
  Trustee shall deliver such Debentures to, or in accordance with the
  instructions of the persons in whose name such Debentures are so
  registered.

       Unless and until it is exchanged in whole or in part for the
  individual Debentures represented thereby, a Global Security
  representing all or a portion of the Debentures may not be transferred
  except as a whole by the Depositary for the Debentures to a nominee of
  such Depositary or by a nominee of such Depositary to such Depositary or
  another nominee of such Depositary or by the Depositary or any such
  nominee to a successor Depositary for the Debentures or a nominee of
  such successor Depositary.

       SECTION 2.04.  The Debentures shall bear interest at the rate of
  7.31% per annum, payable semi-annually, in arrears, on March 15 and
  September 15 of each year, commencing March 15, 1998 (each, an
  "Interest Payment Date").  The Debentures shall be dated the date of
  authentication and interest shall be payable on the principal
  represented thereby from the later of September 24, 1997, or the most
  recent Interest Payment Date to which interest has been paid or duly
  provided for.  If any date on which interest is payable is not a
  business day, the payment of interest due on such date may be made on
  the next succeeding business day (and without any interest or other
  payment in respect of such delay).

       The interest so payable, and punctually paid or duly provided for,
  on any Interest Payment Date shall be paid to the Holder in whose name
  any Debenture is registered in the Debt Security register at the close
  of business on the March 1 or September 1 (whether or not a business
  day) next preceding such Interest Payment Date (each, a "Regular Record
  Date").  Interest payable on redemption or maturity will be payable to
  the person to whom the principal is paid.

       The Company shall have the right at any time during the term of the
  Debentures, prior to an Interest Payment Date, so long as the Company is
  not in default in the payment of interest on the Debentures, to extend
  the interest payment period for an Extension Period (as defined below).
  Except as provided in the next succeeding sentence, no interest shall be
  due and payable during an Extension Period, but on the Interest Payment
  Date occurring at the end of each Extension Period the Company shall pay
  to the Holders of record on the Record Date for such Interest Payment
  Date (regardless of who the Holders of record may have been on other
  dates during the Extension Period) all interest then accrued but unpaid
  on the Debentures, together with interest thereon, compounded semi-
  annually, at the rate of 7.31% per annum, to the extent permitted by
  law; provided that during any such Extension Period, the Company shall
  not declare or pay any dividend on, or repurchase, redeem or otherwise
  acquire any of its capital stock, as set forth in this Section 2.04.
  Prior to the termination of any Extension Period, the Company may (a) on
  any Interest Payment Date pay all or any portion of the interest accrued
  on the Debentures as provided herein to Holders of record on the Regular
  Record Date for such Interest Payment Date or (b) from time to time
  further extend the interest payment period as provided in the last
  sentence of this paragraph, provided that any such Extension Period,
  together with all such previous and further extensions thereof, may not
  exceed 10 consecutive semi-annual interest payment periods from the last
  date to which interest on the Debentures was paid in full.  If the
  Company shall elect to pay all of the interest accrued on the Debentures
  on an Interest Payment Date during an Extension Period, such Extension
  Period shall automatically terminate on such Interest Payment Date.
  Upon the termination of any Extension Period and the payment of all
  amounts of interest then due, the Company may commence a new Extension
  Period, subject to the above requirements.  The Company shall cause the
  Trustee to give prior notice, by public announcement given in accordance
  with New York Stock Exchange rules (or the rules of any other applicable
  self-regulatory organization) and by mail, first class postage prepaid,
  to each Holder of Debentures at his address as it appears in the Debt
  Security register, of

       (x)  the Company's election to initiate an Extension Period and the
  duration thereof,

       (y)  the Company's election to extend any Extension Period beyond
  the Interest Payment Date on which such Extension Period is then
  scheduled to terminate, and the duration of such extension, and

       (z)  the Company's election to make a full or partial payment of
  interest accrued on the Debentures of any Interest Payment Date during
  any Extension Period and the amount of such payment.

  In no event shall notice be given less than five Business Days prior to
  the March 1 or September 1 next preceding the applicable Interest
  Payment Date.

       The term "Extension Period" means the period from and including
  the Interest Payment Date next following the date of any notice of
  extension of the interest payment period on the Debentures given
  pursuant to the last sentence of the preceding paragraph (or, in the
  case of any further extension of the interest payment period pursuant to
  the third sentence of the preceding paragraph before the payment in full
  of all accrued but unpaid interest on the Debentures, the Interest
  Payment Date to which interest was paid in full) to but excluding the
  Interest Payment Date to which payment of interest on the Debentures is
  so extended, after giving affect to any further extensions of the
  interest payment period on the Debentures pursuant to the third sentence
  of the preceding paragraph; provided that no Extension Period shall
  exceed 10 consecutive semi-annual interest payment periods from the last
  date to which interest on the Debentures was paid in full; and provided,
  further, that any Extension Period shall end on an Interest Payment
  Date.  Notwithstanding the foregoing, in no event shall any Extension
  Period exceed September 15, 2027.

       Any interest on any Debenture which is payable, but is not
  punctually paid or duly provided for, on any Interest Payment Date
  (herein called ``Defaulted Interest'') shall forthwith cease to be
  payable to the registered Holder on the relevant Regular Record Date by
  virtue of having been such Holder; and such Defaulted Interest may be
  paid by the Company, at its election in each case, as provided in Clause
  (1) and Clause (2) below:

       (1)  The Company may elect to make payment of any Defaulted
  Interest to the Persons in whose names the Debentures are registered at
  the close of business on a Special Record Date (as defined below) for
  the payment of such Defaulted Interest, which shall be fixed in the
  following manner.  The Company shall notify the Trustee in writing of
  the amount of Defaulted Interest proposed to be paid on each Debenture
  and the date of the proposed payment, and at the same time the Company
  shall deposit with the Trustee an amount of money equal to the aggregate
  amount proposed to be paid in respect of such Defaulted Interest or
  shall make arrangements satisfactory to the Trustee for such deposit
  prior to the date of the proposed payment, such money when deposited to
  be held in trust for the benefit of the Persons entitled to such
  Defaulted Interest as in this Section provided.  Thereupon the Trustee
  shall fix a Special Record Date ("Special Record Date") for the
  payment of such Defaulted Interest which shall be not more than 15 nor
  less than 10 days prior to the date of the proposed payment and not less
  than 10 days after the receipt by the Trustee of the notice of the
  proposed payment.  The Trustee shall promptly notify the Company of such
  Special Record Date and, in the name and at the expense of the Company,
  shall cause notice of the proposed payment of such Defaulted Interest
  and the Special Record Date therefore to be mailed, first class postage
  prepaid, to each Holder of Debentures at his address as it appears in
  the Debt Security register, not less than 10 days prior to such Special
  Record Date.  The Trustee may, in its discretion, in the name and at the
  expense of the Company, cause a similar notice to be published at least
  once in an authorized newspaper in each Place of Payment, but such
  publication shall not be a condition precedent to the establishment of
  such Special Record Date.  Notice of the proposed payment of such
  Defaulted Interest and the Special Record Date therefor having been
  mailed as aforesaid, such Defaulted Interest shall be paid to the
  Persons in whose names the Debentures are registered on such Special
  Record Date and shall no longer be payable pursuant to the following
  Clause (2).

       (2)  The Company may make payment of any Defaulted Interest in any
  other lawful manner not inconsistent with the requirements of any
  securities exchange on which the Debentures may be listed, and upon such
  notice as may be required by such exchange, if, after notice given by
  the Company to the Trustee of the proposed payment pursuant to this
  Clause, such payment shall be deemed practicable by the Trustee.

       The Company covenants and agrees that, if at any time it has failed
  to make any payment of interest or principal on the Debentures when due
  (after giving effect to any grace period for payment thereof as provided
  in Section 6.01 of the Indenture), or the Company exercises its option to
  extend the interest payment period as provided for above, the Company
  will not, until all Defaulted Interest or accrued but unpaid interest, if
  the Company exercises its option to extend the interest payment period on
  the Debentures and all principal, if any, then due and payable on the
  Debentures shall have been paid in full, (a) declare, set aside, or pay
  any dividend or distribution on any capital stock of the Company (except
  for dividends or distributions in shares of its capital stock or rights
  to acquire shares of its capital stock); or (b) repurchase, redeem, or
  otherwise acquire any shares of its capital stock (except: (i) by
  conversion into or exchange for shares of its capital stock; or (ii) for
  a redemption, purchase or other acquisition of shares of its capital
  stock made for the purpose of any employee incentive plan or benefit plan
  of the Company or any of its affiliates).

       Subject to the foregoing provisions of this Section, each Debenture
  delivered under this Supplemental Indenture No. 3 upon transfer of or in
  exchange for or in lieu of any other Debenture shall carry the rights to
  interest accrued but unpaid, and to accrue, which were carried by such
  other Debenture.

       SECTION 2.05.  The Place of Payment for the Debentures shall be
  both the City of New York, New York, and the City of Charlotte, North
  Carolina.  The Trustee shall be the paying agent for the Debentures.

       SECTION 2.06.  The Debentures may, at the option of the Company,  be
  redeemed (i) in whole or from time to time in part, on at least 30  days'
  and not more than 60 days' notice, at any time on or after September  15,
  2007, at a redemption price equal to 100% of the principal amount of  the
  Debentures redeemed, together  with accrued  but unpaid  interest to  the
  date of redemption or (ii) in whole but not in part, on at least 30 days'
  and not more than 60 days'  notice at any time  upon the occurrence of  a
  Tax Event, at a redemption price  equal to the Make-Whole Amount for  the
  Debentures together  with accrued  but unpaid  interest  to the  date  of
  redemption.

       The "Make-Whole Amount" will be equal to  the greater of (i)  100%
  of the principal amount of the Debentures and (ii) the sum of the present
  value of the principal amount of the Debentures discounted from September
  15, 2007 to the date of  redemption, together with the present values  of
  scheduled payments of interest for the period from the date of redemption
  to September 15, 2007 (the "Remaining Life"), discounted from September
  15, 2007 to the date of redemption.  Discounting in each case shall be on
  a semi-annual basis (assuming a 360-day year consisting of 30-day months)
  at the Treasury Rate plus 62.5 basis points.

       "Treasury Rate", as of any  date it is  calculated, means (i)  the
  yield, under  the  heading which  represents  the average  for  the  week
  immediately prior to the calculation date, appearing in the most recently
  published statistical release  designated "H.15(519)" or any successor
  publication which is published  weekly by the  Federal Reserve and  which
  establishes yields on actively  traded United States Treasury  securities
  adjusted to  constant  maturity  under the  caption "Treasury Constant
  Maturities", for  the  maturity  corresponding  to  the  Remaining  Life
  (provided that if all such maturities  are either more than three  months
  greater than or  more than  three months  less than  the Remaining  Life,
  yields for the two published maturities most closely corresponding to the
  Remaining Life  shall  be  determined and  the  Treasury  Rate  shall  be
  interpolated or extrapolated from such  yields on a straight-line  basis,
  rounding to the nearest month) or (ii) if such release (or any  successor
  release) is not published during the week preceding the calculation  date
  or does not contain such  yields, the rate per  annum equal to the  semi-
  annual equivalent yield  to maturity  of the  Comparable Treasury  Issue,
  calculated using a price for the Comparable Treasury Issue (expressed  as
  a percentage of its  principal amount) equal  to the Comparable  Treasury
  Price for such date of redemption.

       "Comparable Treasury  Issue"  means  with respect  to  any date  of
  redemption the United  States Treasury security  selected by a  Reference
  Treasury Dealer as  having a maturity  comparable to  the Remaining  Life
  that would be utilized, at the  time of selection and in accordance  with
  customary financial practice,  in pricing  new issues  of corporate  debt
  securities of maturity comparable  to the Remaining Life.   If no  United
  States Treasury security  has a maturity  which is within  a period  from
  three months before  to three months  after September 15,  2007, the  two
  most closely  corresponding United  States Treasury  securities shall  be
  used as the  Comparable Treasury Issue,  and the Treasury  Rate shall  be
  interpolated or extrapolated  on a straight-line  basis, rounding to  the
  nearest month, using such securities.

       "Reference  Treasury  Dealer"  means  a  primary  U.S.  Government
  securities dealer  in  New  York  City  selected  by  the  Trustee  after
  consultation with the Company.

       "Comparable  Treasury  Price"  means  (i)  the  average  of   five
  Reference Treasury Dealer Quotations for  such date of redemption,  after
  excluding  the  highest  and   lowest  such  Reference  Treasury   Dealer
  Quotations, or (ii) if the Trustee obtains fewer than five such Reference
  Treasury Dealer Quotations, the average of all such quotations.

       "Reference Treasury Dealer Quotations"  means, with respect to each
  Reference Treasury Dealer  and any date  of redemption,  the average,  as
  determined by the Trustee, of the bid and asked prices for the Comparable
  Treasury Issue (expressed in each case  as a percentage of its  principal
  amount) quoted  in writing  to the  Trustee  by such  Reference  Treasury
  Dealer at  5:00 p.m.,  New York  City  time, on  the third  business  day
  preceding such date of redemption.

       The term "Tax Event"  means that the Company shall have received an
  opinion of  independent tax  counsel (a  ``Tax Opinion") to  the effect
  that, as  a result  of (a)  any amendment  to, or  change (including  any
  announced  prospective  change)   in,  the  laws   (or  any   regulations
  thereunder) of the United States or  any political subdivision or  taxing
  authority thereof or  therein or  (b) any amendment  to or  change in  an
  interpretation  or  application  of  such  laws  or  regulations  by  any
  legislative body,  court,  governmental agency  or  regulatory  authority
  (including the enactment of  any legislation and  the publication of  any
  judicial decision or regulatory determination  on or after September  19,
  1997), in either  case after September  19, 1997, there  is more than  an
  insubstantial risk that interest payable on  the Debentures would not  be
  deductible, in whole or in part, by the Company for United States federal
  income tax purposes.

       In the event  of redemption of  this Debenture in  part only, a  new
  Debenture or Debentures for the unredeemed portion thereof will be issued
  in the name of the Holder thereof upon the cancellation hereof.

       SECTION 2.07.  The Debentures may be issued in denominations of
  $1,000 and any integral multiples thereof.

       SECTION 2.08.  The Debentures shall be in the form attached as
  Exhibit A hereto.

                               ARTICLE THREE
                               MISCELLANEOUS.

       SECTION 3.01.  The recitals of fact herein and in the Debentures
  shall be taken as statements of the Company and shall not be construed
  as made by the Trustee.

       SECTION 3.02.  This Supplemental Indenture No. 3 shall be construed
  in connection with and as a part of the Indenture.

       SECTION 3.03.  (a)  If any provision of this Supplemental Indenture
  No. 3  limits, qualifies, or conflicts with another provision of the
  Indenture required to be included in indentures qualified under the
  Trust Indenture Act of 1939 (as in effect on the date of this
  Supplemental Indenture No. 3) by any of the provisions of Sections 310
  to 317, inclusive, of said Trust Indenture Act, such required provisions
  shall control.

       (b)  In case any one or more of the provisions contained in this
  Supplemental Indenture No. 3 or in the Debentures issued hereunder
  should be invalid, illegal, or unenforceable in any respect, the
  validity, legality and enforceability of the remaining provisions
  contained herein and therein shall not in any way be affected, impaired,
  prejudiced or disturbed thereby.

       SECTION 3.04.  Whenever in this Supplemental Indenture No. 3 either
  of the parties hereto is named or referred to, this shall be deemed to
  include the successors or assigns of such party, and all the covenants
  and agreements in this Supplemental Indenture No. 3 contained by or on
  behalf of the Company or by or on behalf of the Trustee shall bind and
  inure to the benefit of the respective successors and assigns of such
  parties, whether so expressed or not.

       SECTION 3.05.  (a)  This Supplemental Indenture No. 3 may be
  simultaneously executed in several counterparts, and all said
  counterparts executed and delivered, each as an original, shall
  constitute but one and the same instrument.

       (b)  The descriptive headings of the several Articles of this
  Supplemental Indenture No. 3 were formulated, used and inserted in this
  Supplemental Indenture No. 3 for convenience only and shall not be
  deemed to affect the meaning or construction of any of the provisions
  hereof.

       IN WITNESS WHEREOF, McDONALD'S CORPORATION has caused this
  Supplemental Indenture No. 3 to be signed, acknowledged and delivered by
  its President, Executive Vice President and Chief Financial Officer or
  Senior Vice President and Treasurer and its corporate seal to be affixed
  hereunto and the same to be attested by its Secretary or Assistant
  Secretary, and FIRST UNION NATIONAL BANK, as Trustee, has caused this
  Supplemental Indenture No. 3 to be signed, acknowledged and delivered by
  one of its Vice Presidents, and its seal to be affixed hereunto and the
  same to be attested by one of its Authorized Officers, all as of the day
  and year first written above.

                                McDONALD'S CORPORATION

  [CORPORATE SEAL]
                                By:  /s/ Carleton D. Pearl
                                     -----------------------------------
                                     Senior Vice President and Treasurer

  Attest:


  /s/ Gloria Santona
  ------------------------
  Secretary


                                FIRST UNION NATIONAL BANK, as Trustee

  [CORPORATE SEAL]
                                By:  /s/ John H. Clapham
                                     -----------------------------------
                                     Vice President


  Attest:


  /s/ Ralph E. Jones
  -----------------------
  Authorized Officer

  
  STATE OF ILLINOIS
                        SS:
  COUNTY OF DuPAGE


       On the 24th day of September, in the year one thousand nine hundred
  ninety seven, before me appeared Carleton D. Pearl to me personally
  known, who being by me duly sworn, did say that he resides at McDonald's
  Corporation, that he is Senior Vice President and Treasurer of
  McDONALD'S CORPORATION, one of the corporations described in and which
  executed the above instrument; that he knows the seal of said
  corporation; that the seal affixed to said instrument is such corporate
  seal; that it was so affixed by authority of the Board of Directors of
  said corporation, and that he signed his name thereto by like authority.



                                /s/ Mary O. Velazquez
                                -------------------------------
                                Notary Public



  COMMONWEALTH OF PENNSYLVANIA
                      SS:
  COUNTY OF PHILADELPHIA



       On the 23rd day of September, in the year one thousand nine hundred
  ninety seven, before me appeared John H. Clapham to me personally known,
  who, being by me duly sworn, did say that he resides at 1052 Signal
  Hill, Berwyn, PA, that he is Vice President of FIRST UNION NATIONAL
  BANK, one of the corporations described in and which executed the above
  instrument; that he knows the seal of said corporation; that the seal
  affixed to said instrument is such corporate seal, that it was so
  affixed by authority of the Board of Directors of said corporation, and
  that he signed his name thereto by like authority.


                                /s/ Aida B. Dales
                                -------------------------------
                                Notary Public